Common use of Notice and Opportunity to Defend Clause in Contracts

Notice and Opportunity to Defend. If there occurs an event that a party asserts is an indemnifiable Loss pursuant to Section 5.1(a) or 5.1(b), the party seeking indemnification (the "Indemnitee") shall notify the other party obligated to provide indemnification (the "Indemnifying Party") promptly but in all cases within the applicable survival period specified in Section 5.1(c). If such event involves any claim or the commencement of any action or proceeding by a third person, the Indemnitee will permit the Indemnifying Party to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee and, after notice to the Indemnitee of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnitee hereunder for any legal expenses of other counsel or any other expenses subsequently incurred by Indemnitee in connection with the defense thereof. The Indemnitee will cooperate fully with the Indemnifying Party and its counsel in the defense against any such claim, action or proceeding. The Indemnitee shall have the right to participate at its own expense in the defense thereof but in no event shall an Indemnifying Party be liable for any settlement effected by the Indemnitee without its consent.

Notice and Opportunity to Defend. If there occurs an event that a party asserts is an indemnifiable Loss pursuant to Section 5.1(a) or 5.1(b), the party seeking indemnification (the "Indemnitee") shall notify the each other party obligated to provide indemnification (collectively, the "Indemnifying Party") promptly but in all cases within the applicable survival period specified in Section 5.1(c). If such event involves any claim Claim or the commencement of any action or proceeding by a third personPerson, the Indemnitee will permit the Indemnifying Party to participate therein and, to the extent that it shall wish, to assume the defense thereof, PROVIDED, that the Indemnifying Party so notifies the Indemnitee not later than ten (10) business days after its receipt of such action or proceeding, with counsel reasonably satisfactory to the Indemnitee and, after notice to the Indemnitee of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnitee hereunder for any legal expenses of other counsel or any other expenses subsequently incurred by Indemnitee in connection with the defense thereof. The Indemnitee will cooperate fully with the Indemnifying Party and its counsel in the defense against any such claimClaim, action or proceeding. The Indemnitee shall have the right to participate at its own expense in the defense thereof but in no event shall an Indemnifying Party be liable for any settlement effected by the Indemnitee without its consent.

Notice and Opportunity to Defend. If there occurs an event that No party against whom a party asserts is an indemnifiable Loss claim of indemnity shall be made pursuant to Section 5.1(a6.5 or 6.6 hereof (the “Indemnifying Party”) or 5.1(b), shall be liable thereunder unless the party seeking indemnification making such claim (the "Indemnitee"“Claiming Party”) shall notify the other party obligated to provide indemnification (Indemnifying Party of such claim promptly upon becoming aware of the "Indemnifying Party") promptly existence or threatened existence of any Loss giving rise to, or which may give rise to, a claim of indemnity under Section 6.5 or 6.6 hereof, but in all cases within no event later than ten (10) business days after the applicable survival period specified in Section 5.1(c). If such event involves any claim service (or the commencement of any action or proceeding by a third persondiscovery, the Indemnitee will permit the Indemnifying Party to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee and, after notice to the Indemnitee if later) of the Indemnifying claim against the Claiming Party's election to assume the defense thereof. Upon such notice becoming effective hereunder, the Indemnifying Party shall not be liable to will handle and control the Indemnitee defense of such Loss. If both Parties claim indemnification hereunder for any legal expenses of other counsel the same Loss or any other expenses subsequently incurred by Indemnitee in connection with the defense thereof. The Indemnitee will cooperate fully with if the Indemnifying Party and its counsel in good faith rejects the claim of indemnity, then the Party or Parties named as defendant in the subject litigation will handle and control the defense against any of such claimLoss pending final resolution of the Parties’ respective claims for or with respect to indemnity hereunder. At the time of such resolution, action or proceedingdefense costs incurred pursuant to the preceding sentence shall be apportioned between the Parties in the same manner as the Parties share ultimate liability for the underlying Loss pursuant to Sections 6.5 and 6.6 hereof. The Indemnitee In all cases, the party not handling and controlling such defense shall have the right to participate cooperate in such defense and may, at its own expense expense, participate in such defense through counsel of its choice. the party handling and controlling such defense thereof but in no event shall an Indemnifying Party be liable for any settlement effected by not settle or otherwise voluntarily dispose of or agree to dispose of such matter without prior approval of the Indemnitee without its consentother party.

Notice and Opportunity to Defend. If there occurs an event that No party against whom a party asserts is an indemnifiable Loss claim of indemnity shall be made pursuant to Section 5.1(a6.6 or 6.7 hereof (the “Indemnifying Party”) or 5.1(b), shall be liable thereunder unless the party seeking indemnification making such claim (the "Indemnitee"“Claiming Party”) shall notify the other party obligated to provide indemnification (Indemnifying Party of such claim promptly upon becoming aware of the "Indemnifying Party") promptly existence or threatened existence of any Loss giving rise to, or which may give rise to, a claim of indemnity under Section 6.6 or 6.7 hereof, but in all cases within no event later than ten (10) business days after the applicable survival period specified in Section 5.1(c). If such event involves any claim service (or the commencement of any action or proceeding by a third persondiscovery, the Indemnitee will permit the Indemnifying Party to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee and, after notice to the Indemnitee if later) of the Indemnifying claim against the Claiming Party's election to assume the defense thereof. Upon such notice becoming effective hereunder, the Indemnifying Party will handle and control the defense of such Loss. If both Parties claim indemnification hereunder for the same Loss or if the Indemnifying Party in good faith rejects the claim of indemnity, then the party or Parties named as defendant in the subject litigation will handle and control the defense of such Loss pending final resolution of the Parties’ respective claims for or with respect to indemnity hereunder. At the time of such resolution, defense costs incurred pursuant to the preceding sentence shall be apportioned between the Parties in the same manner as the Parties share ultimate liability for the underlying Loss pursuant to Sections 6.6 and 6.7 hereof. In all cases, the party not handling and controlling such defense shall cooperate in such defense and may, at its own expense, participate in such defense through counsel of its choice. The party handling and controlling such defense shall not settle or otherwise voluntarily dispose of or agree to dispose of such matter without prior approval of the other party, which shall not be liable to the Indemnitee hereunder for any legal expenses of other counsel or any other expenses subsequently incurred by Indemnitee in connection with the defense thereof. The Indemnitee will cooperate fully with the Indemnifying Party and its counsel in the defense against any such claim, action or proceeding. The Indemnitee shall have the right to participate at its own expense in the defense thereof but in no event shall an Indemnifying Party be liable for any settlement effected by the Indemnitee without its consentunreasonably withheld.

Notice and Opportunity to Defend. If there occurs an event that Promptly after becoming aware of a party asserts Loss as to which a Party is an indemnifiable Loss pursuant entitled to Section 5.1(a) or 5.1(b)indemnification under this Agreement, the party seeking indemnification such Party (the "IndemniteeClaiming Party") shall notify the other party obligated to provide indemnification (the "Indemnifying Party") promptly but of such Loss. The failure or delay in all cases within the applicable survival period specified in Section 5.1(c). If providing such event involves any claim or the commencement of any action or proceeding by a third person, the Indemnitee will permit notice shall not relieve the Indemnifying Party to participate therein and, of its obligations other than to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee and, after notice to the Indemnitee was materially prejudiced by such failure or delay. Upon receipt of the Indemnifying Party's election to assume the defense thereofsuch notice, the Indemnifying Party will handle and control the defense of such Loss. If both Parties claim indemnification hereunder for the same Loss or if the Indemnifying Party in good faith rejects the claim of indemnity, then the Claiming Party will handle and control the defense of the Loss against it, pending final resolution of the Parties' respective claims for or with respect to indemnity hereunder. At the time of such resolution, defense costs incurred pursuant to the preceding sentence shall be apportioned between the Parties in the same manner as the Parties share ultimate liability for the underlying Loss pursuant to Sections 6.5, 6.6 or 6.7 hereof. In all cases, the Party not handling and controlling such defense shall cooperate in such defense and may, at its own expense, participate in such defense through counsel of its choice. An Indemnifying Party shall not dispose of or agree to dispose of a Loss without the prior written approval of the Claiming Party which approval shall not be liable to the Indemnitee hereunder for any legal expenses of other counsel unreasonably withheld, conditioned or any other expenses subsequently incurred by Indemnitee in connection with the defense thereof. The Indemnitee will cooperate fully with the Indemnifying Party and its counsel in the defense against any such claim, action or proceeding. The Indemnitee shall have the right to participate at its own expense in the defense thereof but in no event shall an Indemnifying Party be liable for any settlement effected by the Indemnitee without its consentdelayed.

Notice and Opportunity to Defend. (a) If there occurs an event that which a party asserts is an indemnifiable Loss event pursuant to Section 5.1(a) or 5.1(b)ARTICLE VI, the party parties seeking indemnification (the "Indemnitee") shall promptly notify the other party parties obligated to provide indemnification (collectively, the "“Indemnifying Party") promptly but in all cases within the applicable survival period specified in Section 5.1(c”). If such event involves any claim or the commencement of any action or proceeding by a third person, the Indemnitee will permit the Indemnifying Party The party seeking indemnification agrees to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee and, after notice to the Indemnitee of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnitee hereunder for any legal expenses of other counsel or any other expenses subsequently incurred by Indemnitee in connection with the defense thereof. The Indemnitee will cooperate fully with the Indemnifying Party and its counsel in the defense against any such claimthird party action, action suit or proceeding. The Indemnitee In any event, the party seeking indemnification shall have the right to participate at its own expense in the defense thereof but in no of third party action, suit or proceeding. In the event shall a settlement or compromise is effected without an Indemnifying Party’s prior consent, such settlement or compromise shall not be dispositive for the purposes of determining (a) the amount of Losses for which the Indemnifying Party is liable or (b) whether the party seeking indemnification is entitled to indemnification from the Indemnifying Party. [***] Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (b) If the Seller or the Parent shall become obligated to indemnify any Buyer Indemnitee against any Losses pursuant to Section 6.1, such Buyer Indemnitee shall be liable for entitled, in addition to any settlement effected by the Indemnitee without its consentother right or remedy it may have under this Agreement, to set-off all or any portion of such Losses against any Earn Out Payment that may become payable under Section 2.4(a)(ii).

Notice and Opportunity to Defend. If there occurs an event that a any party asserts is an indemnifiable Loss pursuant to Section 5.1(a) or 5.1(b), the party seeking indemnification (the "“Indemnitee"”) shall notify the other party obligated to provide indemnification (the "Indemnifying Party") promptly but in all cases within the applicable survival period specified in Section 5.1(c). If such event involves receives notice of any claim or the commencement of any action or proceeding by a third personwith respect to which any other party is obligated to provide indemnification (the “Indemnifying Party”) pursuant to Section 7.1 or 7.2, the Indemnitee will permit shall promptly, (and in any event within five business days after receiving notice of the claim) give the Indemnifying Party notice thereof; provided, however, that the failure to participate therein and, deliver such notice shall not be a condition precedent to any liability of the Indemnifying Party under the provisions for indemnification contained in this Agreement except to the extent that it shall wish, the failure to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee and, after deliver such notice to the Indemnitee of prejudices the Indemnifying Party's election ’s ability to assume defend such proceeding. The Indemnifying Party may compromise and defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any such matter involving the defense thereofasserted liability of the Indemnitee. In any event, the Indemnitee, the Indemnifying Party and the Indemnifying Party’s counsel shall cooperate in the compromise of, or defense against, any such asserted liability; provided, however, that Indemnitee shall not be liable compromise or settle any such matter without Indemnifying Party’s prior written consent. The Indemnitee, at its own expense, can choose to the Indemnitee hereunder for any legal expenses of other have its counsel or any other expenses subsequently incurred by Indemnitee participate in connection with the defense thereofof such asserted liability, provided, however, the Indemnifying Party’s counsel shall control such defense. The Indemnitee will cooperate fully with If the Indemnifying Party and its counsel in the defense against chooses to defend any such claim, action or proceeding. The the Indemnitee shall have make available to the right to participate at its own expense in the defense thereof but in no event shall an Indemnifying Party be liable for any settlement effected by the Indemnitee without books, records or other documents within its consentcontrol that are necessary or appropriate to such defense.

Notice and Opportunity to Defend. If there occurs an event that a either party reasonably asserts is an indemnifiable Loss identifiable event pursuant to Section 5.1(a) or 5.1(b)6.2, the party seeking indemnification (the "IndemniteeIndemnities") shall notify the other party obligated to provide indemnification Seller (the "Indemnifying PartyIndemnitor") promptly but in all cases within the applicable survival period specified in Section 5.1(c)writing, promptly. If such event involves (a) any claim or (b) the commencement of any action or proceeding by a third person, the Indemnitee will permit Indemnities shall give the Indemnifying Party Indemnitor written notice of such claim or the commencement of such action or proceeding within 15 days of Indemnities becoming aware thereof; provided, however, that delay or failure to participate therein and, so notify the Indemnitor shall only relieve the Indemnitor of its obligations to the extent extent, if at all, that it is prejudiced by reasons of such delay or failure. The Indemnitor shall wish, have a period of 30 days within which to assume respond thereto. If the defense thereof, with counsel reasonably satisfactory to the Indemnitee and, after notice to the Indemnitee of the Indemnifying Party's election to assume the defense thereofIndemnitor accepts responsibility or does not respond within such 30-day period, the Indemnifying Party Indemnitor shall not be liable obligated to the Indemnitee hereunder for any legal expenses of other counsel compromise or any other expenses subsequently incurred by Indemnitee in connection with the defense thereof. The Indemnitee will cooperate fully with the Indemnifying Party and its counsel in the defense against any such claimdefend, action or proceeding. The Indemnitee shall have the right to participate at its own expense in the defense thereof but in no event shall an Indemnifying Party be liable for any settlement effected and by counsel chosen by the Indemnitor. If the Indemnitor does respond within such 30-day period and rejects responsibility for such matter in whole or in part, the Indemnitee shall be free to pursue, without prejudice to any of its consent.rights hereunder, such remedies as may be available to the Indemnitee under applicable

Notice and Opportunity to Defend. If there occurs an event that which a party asserts is an indemnifiable Loss event pursuant to Section 5.1(a8.1(a) or 5.1(b)8.1(b) hereof, the party seeking indemnification (the "Indemnitee") shall promptly notify the other party obligated to provide indemnification pursuant hereto (the "Indemnifying Party") promptly but in all cases within the applicable survival period specified in Section 5.1(c). If such event involves any claim or the commencement of any action or proceeding by a third person, the Indemnitee party seeking indemnification will permit give such Indemnifying Party prompt written notice of such claim or the commencement of such action or proceeding; provided, however, that the failure to provide prompt notice as provided herein will relieve the Indemnifying Party of its obligations hereunder only to the extent that such failure prejudices the Indemnifying Party hereunder. In case any such action shall be brought against any party seeking indemnification and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee thereof and, after notice to the Indemnitee of from the Indemnifying Party's Party to such party seeking indemnification of such election so to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnitee party seeking indemnification hereunder for any legal expenses of other legal counsel or any other expenses subsequently 49 incurred by Indemnitee such party in connection with the defense thereof. The Indemnitee will party seeking indemnification agrees to cooperate fully with the Indemnifying Party and its counsel in the defense against any such claim, action or proceedingasserted liability. The Indemnitee party seeking indemnification shall have the right to participate at its own expense in the defense thereof but in of such asserted liability. In no event shall an Indemnifying Party be liable for any settlement effected by the Indemnitee without its prior written consent.

Notice and Opportunity to Defend. If there occurs an event that a party asserts is an indemnifiable Loss pursuant to Section 5.1(a) or 5.1(b), the party seeking indemnification any Party (the "“Indemnitee"”) shall notify the other party obligated to provide indemnification (the "Indemnifying Party") promptly but in all cases within the applicable survival period specified in Section 5.1(c). If such event involves receives notice of any claim or the commencement of any action Action with respect to which any other Party is obligated to provide indemnification (the “Indemnifying Party”) pursuant to Section 9.1 or proceeding by a third person9.2, the Indemnitee will permit shall promptly, (and in any event within five (5) Business Days after receiving notice of the claim) give the Indemnifying Party notice thereof; provided, however, that the failure to participate therein and, deliver such notice shall not be a condition precedent to any liability of the Indemnifying Party under the provisions for indemnification contained in this Agreement except to the extent that it shall wish, the failure to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee and, after deliver such notice to the Indemnitee of prejudices the Indemnifying Party's election ’s ability to assume defend such proceeding. The Indemnifying Party may compromise and defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any such matter involving the defense thereofasserted liability of the Indemnitee. In any event, the Indemnitee, the Indemnifying Party and the Indemnifying Party’s counsel shall cooperate in the compromise of, or defense against, any such asserted liability; provided, however, that Indemnitee shall not be liable compromise or settle any such matter without Indemnifying Party’s prior written consent. The Indemnitee, at its own expense, can choose to the Indemnitee hereunder for any legal expenses of other have its counsel or any other expenses subsequently incurred by Indemnitee participate in connection with the defense thereofof such asserted liability; provided, however, the Indemnifying Party’s counsel shall control such defense. The Indemnitee will cooperate fully with If the Indemnifying Party and its counsel in the defense against chooses to defend any such claim, action or proceeding. The the Indemnitee shall have make available to the right to participate at its own expense in the defense thereof but in no event shall an Indemnifying Party be liable for any settlement effected by the Indemnitee without books, records or other documents within its consentcontrol that are necessary or appropriate to such defense.

Notice and Opportunity to Defend. If there occurs an event that a which either party asserts is an indemnifiable Loss event pursuant to Section 5.1(a) or 5.1(b)9.2, the party seeking indemnification (the "Indemnitee") shall notify the other party obligated to provide indemnification (the "Indemnifying Party") promptly but in all cases within the applicable survival period specified in Section 5.1(c)promptly. If such event involves (i) any claim or (ii) the commencement of any action or proceeding by a third person, the Indemnitee party seeking indemnification will permit give such Indemnifying Party prompt written notice of such claim or the commencement of such action or proceeding. Such notice shall be a condition precedent to any liability of the Indemnifying Party hereunder; PROVIDED that the failure to provide prompt notice as provided herein will relieve the Indemnifying Party of its obligations hereunder only to the extent that such failure prejudices the Indemnifying Party hereunder. In case any such action shall be brought against any party seeking indemnification and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee such party seeking indemnification and, after notice to the Indemnitee of from the Indemnifying Party's Party to such party seeking indemnification of such election so to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnitee hereunder for any legal expenses of other counsel or any other expenses subsequently incurred by Indemnitee in connection with the defense thereof. The Indemnitee will cooperate fully with the Indemnifying Party and its counsel in the defense against any such claim, action or proceeding. The Indemnitee shall have the right to participate at its own expense in the defense thereof but in no event shall an Indemnifying Party be liable for any settlement effected by the Indemnitee without its consent.not

Notice and Opportunity to Defend. If there occurs an event that a Promptly after the receipt by any party asserts is an indemnifiable Loss pursuant to Section 5.1(a) or 5.1(b), the party seeking indemnification (the "Indemnitee") shall notify the other party obligated to provide indemnification (the "Indemnifying Party") promptly but in all cases within the applicable survival period specified in Section 5.1(c). If such event involves this Agreement of any notice of any claim or the commencement of any action or of any proceeding (a "Claim") by a third personparty (i.e. a party who is not a party to this Agreement), the Indemnitee will permit the party receiving such notice must, if a claim might be made against any party obligated to provide indemnification pursuant to Section 14.2 or 14.3 (an "Indemnifying Party"), give such Indemnifying Party written notice of the Claim. In the case of a Claim asserted by a third party, such Indemnifying Party has the right, at its option to participate therein andcompromise or defend, to at its own expense and by its own counsel, any such matter involving the extent that it shall wish, to assume asserted liability of the defense thereof, with counsel reasonably satisfactory to party seeking such indemnification (the Indemnitee and, after notice to "Indemnified Party") so long as such settlement does not include any admission of liability on the Indemnitee part of the Indemnified Party or the assumption of any obligation by such Indemnified Party not paid for in full by the Indemnifying Party's election to assume the defense thereof, the . If any Indemnifying Party shall not be liable undertakes to compromise or defend any such asserted liability, it must promptly notify the Indemnitee hereunder for any legal expenses Indemnified Party of other counsel or any other expenses subsequently incurred by Indemnitee its intention to do so, and the Indemnified Party agrees to fully cooperate in connection with the defense thereof. The Indemnitee will cooperate fully good faith with the Indemnifying Party and its counsel in the compromise of, or defense against against, any such claimasserted liability. In this event, action or proceeding. The Indemnitee shall the Indemnified Party and Indemnifying Party have the right to participate at its own expense in the defense thereof but in no event shall an Indemnifying Party of such asserted liability and to approve any compromise or settlement, which approval may not be liable for any settlement effected by the Indemnitee without its consentunreasonably withheld.

Notice and Opportunity to Defend. If there occurs an event that a party asserts is an indemnifiable Loss pursuant to Section 5.1(a) or 5.1(b), The Indemnified Party shall notify the party seeking indemnification Indemnifying Party in writing (the "IndemniteeIndemnity Demand Notice") within thirty (30) days after a claim is presented to the Indemnified Party, and the Indemnifying Party may assume the defense of such claim at its sole expense. The notice shall notify contain (i) a copy of the other party obligated to provide indemnification claim, and (ii) if not stated in the claim, a good faith estimate of the amount in controversy under the claim (the -41- "Indemnifying PartyKnown Claim Amount") promptly but in all cases within the applicable survival period specified in Section 5.1(c). If such event involves any claim or the commencement of any action or proceeding by a third person, the Indemnitee will permit the Indemnifying Party to participate therein and, to the extent that it shall wish, to does not assume the defense thereofof the Indemnified Party or settle such claim within thirty (30) days of the date of the receipt of the Indemnity Demand Notice, with counsel reasonably satisfactory to the Indemnitee andIndemnified Party shall pay the expenses of such defense, after and the Indemnified Party may settle or compromise such claim upon prior written notice to the Indemnitee of Indemnifying Party without the Indemnifying Party's election consent and the Indemnified Party shall be entitled to reimbursement as provided in this Section 13. If the Indemnifying Party is a Seller and he or she does not assume the defense thereofof the Parent, as the Indemnifying Party shall not be liable Indemnified Party, to settle the claim or settle the claim within thirty (30) days of the date of an Indemnity Demand Notice, then to the Indemnitee hereunder for any legal expenses of other counsel or any other expenses subsequently incurred by Indemnitee in connection with extent the defense thereof. The Indemnitee will cooperate fully with the Indemnifying Party and its counsel in the defense against any such claim, action or proceeding. The Indemnitee shall have the right to participate at its own expense in the defense thereof but in no event shall an Indemnifying Party be liable for any settlement effected amount paid by the Indemnitee without its consentParent as the Indemnified Party to defend or satisfy such claim (the "Claim Settlement Amount") is less than the Escrow Amount as of the date such claim is satisfied or otherwise disposed of, then a portion of the Escrow Amount equal to the Claim Settlement Amount shall become the property of the Sub free and clear of all liens or claims by the Shareholders.

Notice and Opportunity to Defend. If there occurs an event that Promptly after becoming aware of a third party asserts claim as to which a Party is an indemnifiable Loss pursuant entitled to Section 5.1(a) or 5.1(b)indemnification under this Agreement, the party seeking indemnification such Party (the "Indemnitee"“Claiming Party”) shall notify the other party obligated to provide indemnification (the "“Indemnifying Party"”) promptly but of such claim. The failure or delay in all cases within the applicable survival period specified in Section 5.1(c). If providing such event involves any claim or the commencement of any action or proceeding by a third person, the Indemnitee will permit notice shall not relieve the Indemnifying Party to participate therein and, of its obligations other than to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee and, after notice to the Indemnitee was materially prejudiced by such failure or delay. Upon receipt of the Indemnifying Party's election to assume the defense thereofsuch notice, the Indemnifying Party will handle and control the defense of such Loss. If both Parties claim indemnification hereunder for the same Loss or if the Indemnifying Party in good faith rejects the claim of indemnity, then the Party or Parties named as defendant in the subject litigation will handle and control the defense of such Loss pending final resolution of the Parties’ respective claims for or with respect to indemnity hereunder. At the time of such resolution, defense costs incurred pursuant to the preceding sentence shall be apportioned between the Parties in the same manner as the Parties share ultimate liability for the underlying loss pursuant to Sections 6.4 and 6.5 hereof. In all cases, the Party not handling and controlling such defense shall co‐operate in such defense and may, at its own expense, participate in such defense through counsel of its choice. The Party handling and controlling such defense shall not settle or otherwise voluntarily dispose of or agree to dispose of such matter without prior approval of the other Party unless the settlement or disposition involves only the payment of monetary damages by that Party, in which event approval of the other Party shall not be liable to the Indemnitee hereunder for any legal expenses of other counsel or any other expenses subsequently incurred by Indemnitee in connection with the defense thereof. The Indemnitee will cooperate fully with the Indemnifying Party and its counsel in the defense against any such claim, action or proceeding. The Indemnitee shall have the right to participate at its own expense in the defense thereof but in no event shall an Indemnifying Party be liable for any settlement effected by the Indemnitee without its consentrequired.

Notice and Opportunity to Defend. If there occurs an event that a party asserts is an indemnifiable Loss pursuant to Section 5.1(a) or 5.1(b)The Indemnified Party shall promptly, the party seeking indemnification (the "Indemnitee") shall notify the other party obligated to provide indemnification (the "Indemnifying Party") promptly but and in all cases events within the applicable survival period specified in Section 5.1(c). If such event involves any claim or the commencement ninety (90) days of any action or proceeding by a third personobtaining actual knowledge thereof, the Indemnitee will permit notify the Indemnifying Party of the existence of any claim, demand or other matter requiring a defense to participate therein andwhich the Indemnifying Party’s obligations under this Article 8 would apply. The Indemnified Party shall give the Indemnifying Party a reasonable opportunity to defend the claim, to demand or matter at the extent that it shall wish, to assume the defense thereof, Indemnifying Party’s own expense and with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee andIndemnified Party; provided that the Indemnified Party shall at all times also have the right to fully participate in the defense at its sole cost and expense. Any such claim, after notice to demand or other matter shall not be settled or compromised without the Indemnitee consent of the Indemnifying Indemnified Party's election to assume the defense thereof, . If the Indemnifying Party shall, within a reasonable time after receipt of notice, fail to defend, the Indemnified Party shall have the right, but not be liable the obligation, to undertake the Indemnitee hereunder defense, and to compromise or settle, exercising reasonable business judgment, the claim, demand or other matter on behalf, for any legal expenses the account and at the risk of other counsel or any other expenses subsequently incurred by Indemnitee in connection with the defense thereof. The Indemnitee will cooperate fully with the Indemnifying Party and its counsel in shall provide notice of the defense against terms of any such claim, action judgment or proceeding. The Indemnitee shall have settlement to the right to participate at its own expense in the defense thereof but in no event shall an Indemnifying Party within ten (10) days thereof. If the claim is one that cannot by its nature be liable for any settlement effected defended solely by the Indemnitee without its consentIndemnifying Party (including any federal or state Tax proceeding), the Indemnified Party shall make available, or cause to be made available, all information that the Indemnifying Party may reasonably request.

Notice and Opportunity to Defend. If there occurs an event that a party asserts is an indemnifiable Loss pursuant to Section 5.1(a) or 5.1(b), the party seeking indemnification any Party (the "“Indemnitee"”) shall notify the other party obligated to provide indemnification (the "Indemnifying Party") promptly but in all cases within the applicable survival period specified in Section 5.1(c). If such event involves receives notice of any claim or the commencement of any action or proceeding by a third personwith respect to which any other Party is obligated to provide indemnification (the “Indemnifying Party”) pursuant to Section 9.1 or 9.2, the Indemnitee will permit shall promptly, (and in any event within five (5) Business Days after receiving notice of the claim) give the Indemnifying Party notice thereof; provided, however, that the failure to participate therein and, deliver such notice shall not be a condition precedent to any liability of the Indemnifying Party under the provisions for indemnification contained in this Agreement except to the extent that it shall wish, the failure to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee and, after deliver such notice to the Indemnitee of prejudices the Indemnifying Party's election ’s ability to assume defend such proceeding. The Indemnifying Party may compromise and defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any such matter involving the defense thereofasserted liability of the Indemnitee. In any event, the Indemnitee, the Indemnifying Party and the Indemnifying Party’s counsel shall cooperate in the compromise of, or defense against, any such asserted liability; provided, however, that Indemnitee shall not be liable compromise or settle any such matter without Indemnifying Party’s prior written consent. The Indemnitee, at its own expense, can choose to the Indemnitee hereunder for any legal expenses of other have its counsel or any other expenses subsequently incurred by Indemnitee participate in connection with the defense thereofof such asserted liability; provided, however, the Indemnifying Party’s counsel shall control such defense. The Indemnitee will cooperate fully with If the Indemnifying Party and its counsel in the defense against chooses to defend any such claim, action or proceeding. The the Indemnitee shall have make available to the right to participate at its own expense in the defense thereof but in no event shall an Indemnifying Party be liable for any settlement effected by the Indemnitee without books, records or other documents within its consentcontrol that are necessary or appropriate to such defense.

Notice and Opportunity to Defend. If there occurs an event that No party against whom a party asserts is an indemnifiable Loss claim of indemnity shall be made pursuant to Section 5.1(a) 6.2 or 5.1(b), the party seeking indemnification (the "Indemnitee") shall notify the other party obligated to provide indemnification 6.3 hereof (the "Indemnifying Party") promptly but in all cases within shall be liable thereunder unless the applicable survival period specified in Section 5.1(c). If party making such event involves any claim or (the commencement of any action or proceeding by a third person, the Indemnitee will permit "Claiming Party") shall notify the Indemnifying Party to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee and, after notice to the Indemnitee of such claim promptly upon becoming aware of the Indemnifying Party's election existence or threatened existence of any DAMAGE giving rise to assume or which may give rise to a claim of indemnity under Section 6.2 or 6.3 hereof, but no later than within ten (10) business days of the defense thereofservice (or discovery, if later) of the claim against the Claiming Party giving rise to or potentially giving rise to any such DAMAGE. Upon such notice becoming effective hereunder, the Indemnifying Party shall not be liable to will handle and control the Indemnitee defense of such DAMAGE. If both parties claim indemnification hereunder for any legal expenses of other counsel the same DAMAGE or any other expenses subsequently incurred by Indemnitee in connection with the defense thereof. The Indemnitee will cooperate fully with if the Indemnifying Party in good faith rejects the claim of indemnity, then FHP will handle and its counsel control the defense of such DAMAGE pending final resolution of the parties' respective claims for or with respect to indemnity hereunder. (At the time of such resolution, defense costs incurred pursuant to the preceding sentence shall be apportioned between the parties in the same manner as the parties share ultimate liability for the underlying DAMAGE pursuant to Sections 6.2 and 6.3 hereof.) In all cases, the party not handling the controlling such defense against any shall cooperate in such claimdefense and may, action or proceeding. The Indemnitee shall have the right to participate at its own expense expense, participate in such defense through counsel of its choice reasonable acceptable to the defending party. The party handling and controlling such defense thereof but in no event shall an Indemnifying Party be liable for any settlement effected by not settle or otherwise voluntarily dispose of or agree to dispose of such matter without prior approval of the Indemnitee without its consentother party.